Our Sales Agent Terms

1. Definitions

  • When we say, “we,” “our,” or “us,” we’re referring to Codewell Software (Pty) Ltd, a limited liability company, our employees, directors, officers, affiliates, and subsidiaries.
  • When we say “you” or “your,” we are referring to the person or entity that’s registered with us as a DebtCloud Agent.
  • When we say “Terms,” we mean the Terms layed out in this document.
  • When we say “Websites,” we mean our websites located at debtcloud.com, including all subdomains associated with that domain, and other websites that we operate now and in the future.
  • When we say “Services,” we mean our Websites, Application Programming Interfaces (APIs), applications, our content, and various third-party services that make up DebtCloud.
  • When we say “DebtCloud,” we mean our Websites and Services collectively.
  • When we say “information,” we mean all of the different forms of data that you provide us and that we collect from you from your use of the Services.

2. General Rules

  • To be a DebtCloud agent, you must
    • (a) be at least eighteen (18) years of age;
    • (b) complete the registration process;
    • (c) provide current and accurate information;
    • (d) agree to these Terms; and
    • (e) promise to follow these rules:
      • You are responsible for the accuracy of all information you provide when you sign up as an Agent, as well as when you sign up businesses to use DebtCloud;
      • You will represent DebtCloud in compliance with all applicable laws, rules, and regulations;
      • You will not use DebtCloud to solicit the performance of any activity which infringes our rights or the rights of others;
      • You will not use DebtCloud to upload, transmit, or otherwise distribute any objectionable content, as solely determined by us.
      • You will not sign up any business in which you have a financial interest, whether that interest is direct or through your life partner.
  • If you break any of your promises above or any of the rules in these Terms, we may terminate your account. Your actions may also subject you to legal consequences.
  • As long as you comply with our Terms of Service, we grant you a non-exclusive, non-transferable, limited privilege to represent DebtCloud in a sales agent capacity.

3. Intellectual Property

  • We own DebtCloud and our Services. You may not copy, reproduce, alter, modify, resell, mirror, or create derivative works of DebtCloud, our Services, or our content without our written permission.
  • You shall grant to us a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into DebtCloud or otherwise use any suggestions, enhancement requests, recommendations or other feedback that we receive from you or anyone acting on your behalf.

4. Passwords and Accounts

  • You’re responsible for keeping your account name (login code) and password confidential. You’re also responsible for any account that you have access to. You agree to notify us immediately of any unauthorized use of your account(s). We’re not responsible for any losses due to stolen or hacked passwords.
  • You will not represent that you are any other individual or entity unless such individual or entity has given you written permission to act on their behalf.

5. Commission Structure and Payment Terms

  • You will get paid a commission of 15%, 20% or 25% of the fees (excluding VAT) of the active license count that you have signed up to DebtCloud.
  • The number of active licenses determines the commission % as follows:

    1 to 49 active licenses: 15% commission (Referred to as the Bronze Tier)

    50 to 99 active licenses: 20% commission (Referred to as the Silver Tier)

    100 or more active licenses: 25% commission (Referred to as the Gold Tier)

    Tier Advancement

  • Your first signup puts you on the Bronze tier.
  • To be advanced to the Silver tier, you need to sign up at least 50 licenses within twelve months.
  • To be advanced to the Gold tier, you need to sign up at least 100 licenses within eighteen months.

    Tier Demotion

  • You will be demoted from the Gold Tier to the Silver Tier after eighteen months since your last signup.
  • You will be demoted from the Silver Tier to the Bronze Tier after twelve months since your last signup (or since you were demoted from the Gold Tier, whichever is later).
  • On the Bronze Tier, no more commission will be due to you after six months since your last signup (or since you were demoted from the Silver Tier, whichever is later). This event is referred to as commission-termination.
  • If you sign up a new business within six months of your commission-termination date, you will be re-instated to the Bronze level for all previous signups.
  • In the event of no new signups within six months after your commission-termination date, your account will be closed and no more commission will be due on any of your signups.

    Payment Mechanism

  • Commission earned will be paid by the 25th of each month, and will be calculated based on the license payments made during the previous calendar month. Any late payments of commission due to you will not be subject to interest or any other penalties.
  • Commission will be paid by way of a bank transfer into the bank account that you provide us with when you sign up as an agent.
  • We reserve the right to change commission structure upon thirty (30) days notice. Such notice may be provided at any time by posting the changes to DebtCloud or by email.

6. Our obligations

  • We will provide you with the necessary introductory training on DebtCloud and related services, so that you are able to make an informed representation of DebtCloud to potential clients.
  • We will provide you with access to a demo account, which you can use to demonstrate DebtCloud functionality to potential clients.
  • We will provide you with a referral code that is unique to your account. Any business you sign up to DebtCloud need to indicate this referral code in order for us to calculate commissions due to you.

7. Cancellation and Termination

  • We reserve the right, but do not have any obligation, to refuse service to anyone and close your account(s) with written notice of our reason for doing so. Any commission due to you at such time will still be honored.

8. Governing Law; Dispute Resolution

  • You agree that all matters relating to your access to or representation of DebtCloud, including all disputes, will be governed by the laws of the the Republic of South Africa. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.
  • No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between us and you arising out of or in connection with your use of the Websites or Services, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

9. Force Majeure

    You agree that we are not liable for any delays or failure in performance of any part of the Services, from any cause beyond our control.

10. Severability

    If one or more sections of the Terms are held unenforceable, then those sections will be removed or edited as little as necessary, and the rest of the Terms will still be valid and enforceable.

11. No Waiver

    Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

12. Entire Agreement

    These Terms and all documents incorporated into these Terms by reference constitute the entire agreement between you and us and govern your representation of DebtCloud, superseding any prior agreements between you and us (including, but not limited to, any prior versions of the Terms of Service).

16. Amendments and Changes to DebtCloud

  • We reserve the right, at our sole discretion, to change, modify, add, or remove portions of the Terms, at any time. Amendments or changes to these Terms won’t be effective until we post revised Terms on the Website. Unless explicitly stated otherwise, any new features that augment or enhance DebtCloud shall be subject to the Terms.
  • It is your responsibility to check the Terms periodically for changes. Your continued use of DebtCloud following the posting of changes will mean that you accept and agree to the changes.
  • We reserve the right to do any of the following, at any time, without notice to you: (1) to modify, suspend or terminate operation of or access to DebtCloud, or any portion of DebtCloud for any reason; (2) to modify or change DebtCloud, or any portion of DebtCloud, and any applicable policies or terms; and (3) to interrupt the operation of DebtCloud, or any portion of DebtCloud, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

17. Questions

    If you have any questions or concerns about the Terms, please email us at info@codewell.co.za

Last Update

    25 November 2019